SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K/A

(Mark One)     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
   [X]                   SECURITIES EXCHANGE ACT OF 1934 
                   For the fiscal year ended December 31, 1996
                                        OR
   [ ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                        THE SECURITIES EXCHANGE ACT OF 1934 
                For the transition period from _____________ to _____________
                Commission File Number: 033-68444

                             WILLIAMS SCOTSMAN, INC.
             (Exact name of Registrant as specified in its Charter)

                Maryland                                  52-0665775
    (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                   Identification No.)

         8211 Town Center Drive                              21236
          Baltimore, Maryland                             (Zip Code)
(Address of principal executive offices)
                      -

Registrants' telephone number, including area code:  (410) 931-6000
Securities registered pursuant to Section 12(b) of the Act:

     Title of each class            Name of each exchange on which registered
            None                                       None

           Securities registered pursuant to Section 12(g) of the Act:


                                      None

                                (Title of class)

     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No__

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

     The Registrant is a wholly-owned  subsidiary of Scotsman Holdings,  Inc., a
Delaware  corporation.  As of March 28,  1997,  Scotsman  Holdings,  Inc.  owned
3,320,000 shares of common stock ("Common Stock") of the Registrant.


<PAGE>


                                     PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

     (a)  Financial Statements and Financial Statement Schedules (1) and (2).
          See Index to Financial Statements and Supplemental  Schedules at 
          Item 8 of this Annual Report on Form 10-K and Exhibit No. 27.

     (b)  Reports on Form 8-K filed in the fourth quarter of 1996.

          In a report on Form 8-K dated November 27, 1996, the Company  reported
          a change in the  Registrant's  name from The Scotsman  Group,  Inc. to
          Williams Scotsman, Inc., effective January 1, 1997.

     (c)  Exhibits

     Exhibit Number
     --------------

     3.1  --  Certificate of Incorporation of Williams Scotsman, Inc.,
              as amended. (Incorporated by reference to Exhibit 3(i) of
              Form 8-K dated November 27, 1996).

     3.2  --  By-laws of Williams  Scotsman,  Inc. (Incorporated by
              reference to Exhibit 3.2 of Registration Statement on
              Form S-l, Commission File No. 33-68444).

     4.1  --  Indenture dated as of December 16, 1993 between
              The Scotsman Group, Inc. and Continental  Bank 
              National Association, as trustee (Incorporated
              by reference to Exhibit 10.1 to the annual report
              on Form 10-K of The Scotsman Group, Inc. for the
              year ended December 31, 1993 (the "Scotsman 1993 10-K")).

     10.1 --  Loan and Security Agreement dated December 16, 1993
              between Congress Financial Corporation and  
              The Scotsman Group, Inc. (Incorporated by reference
              to Exhibit 10.2 to the Scotsman 1993 10-K).

     10.2 --  Amendment No. 1 to Loan and Security  Agreement dated
              June 15, 1994 between Congress Financial Corporation
              and The Scotsman Group, Inc. (Incorporated by reference
              to Exhibit 10.2 to the annual  report on Form 10-K of
              The Scotsman Group, Inc. for the year ended December 31,
              1994 (the "Scotsman 1994 10-K")).

                                       
<PAGE>

            

     10.3 --  Amendment No. 2 to Loan and Security Agreement dated
              September 14, 1994 between Congress Financial
              Corporation and The Scotsman Group, Inc. (Incorporated
              by reference to Exhibit 10.3 to The Scotsman 1994 10-K).

     10.4 --  Amendment No. 3 to Loan and Security Agreement dated
              March 24, 1995 between Congress Financial
              Corporation and The Scotsman Group, Inc. (Incorporated
              by reference to Exhibit 10.4 to the Scotsman 1994 10-K).

     10.5 --  Amendment No. 4 to Loan and Security Agreement dated
              March 28, 1995 between Congress Financial Corporation
              and The Scotsman Group, Inc. (Incorporated  by reference
              to Exhibit 10.5 to the annual report on Form 10-K of
              The Scotsman Group, Inc. for the year ended December 31,
              1995 (the "Scotsman 1995 10-K")).

     10.6 --  Amendment No. 5 to Loan and Security  Agreement dated
              August 1, 1995 between Congress Financial Corporation
              and The Scotsman Group, Inc. (Incorporated by reference
              to Exhibit 10.6 to the Scotsman 1995 10-K).

     10.7 --  Amendment No. 6 to Loan and Security Agreement dated
              October 13, 1995 between Congress Financial Corporation
              and The Scotsman Group, Inc. (Incorporated by reference
              to Exhibit 10.7 to the Scotsman 1995 10-K).

     10.8 --  Amendment No. 7 to Loan and Security  Agreement dated
              January 30, 1996 between Congress Financial Corporation
              and The Scotsman Group, Inc. (Incorporated by reference
              to Exhibit 10.8 to the Scotsman 1995 10-K).

     10.9 --  Amendment No. 8 to Loan and Security Agreement dated
              September 30, 1996 between Congress Financial
              Corporation and The Scotsman Group, Inc.


                                       2
<PAGE>

     10.10 -- Amendment No. 9 to Loan and Security Agreement
              dated January 31, 1997 between Congress Financial
              Corporation and Williams Scotsman, Inc.

     10.11 -- Intercreditor Agreement dated December 16, 1993
              among The Scotsman Group, Inc., Congress Financial
              Corporation and Continental Bank National Association,
              as trustee (Incorporated by reference to Exhibit 10.3
              to the Scotsman 1993 10-K).

     10.12 -- Amended and Restated Management Stockholders'
              and Optionholders' Agreement dated as of June 6, 1994,
              amending and restating the Management Stockholders'
              and Optionholders' Agreement dated as of November 9,
              1993 by and among Scotsman Holdings, Inc., Odyssey
              Partners, L.P. and the parties identified as management
              stockholders on the signature pages thereto.
              (Incorporated by reference to Exhibit 10.4 of
              Registration Statement on Form S-l of Scotsman Holdings,
              Inc., Commission File No. 33-68444).

     10.13 -- Management Agreement, dated as of December 16, 1993
              between The Scotsman Group, Inc. and Odyssey Investors,
              Inc. (Incorporated by reference to Exhibit 10.5 of 
              Registration Statement on Form S-l of Scotsman Holdings,
              Inc., Commission File No. 33-68444).

     10.14 -- Agreement, dated as of June 30, 1993 by and among 
              The Scotsman Group, Inc., Simon E. Dragan and Whitley 
              Manufacturing Co., Inc. (Incorporated by reference
              to Exhibit 10.6 of Registration Statement on Form S-l,
              Commission File No. 33-68444).

     10.15 -- Supply Agreement, dated as of August 25, 1993, by 
              and between Whitley Manufacturing Co., Inc. and 
              The Scotsman Group, Inc.(Incorporated by reference
              to Exhibit 10.7 of Registration  Statement on Form S-l,
              Commission File No. 3-68444).

     



                                       3
<PAGE>

     10.16 -- Scotsman Holdings, Inc. Employee Stock Purchase Plan.
              (Incorporated by reference to Exhibit 10.8 of
              Registration  Statement on Form S-l of Scotsman Holdings,
              Inc., Commission File No. 33-68444).

     10.17 -- Scotsman Holdings, Inc. 1994 Employee Stock Option Plan.
              (Incorporated by reference to Exhibit 10.11 of the Scotsman
              1994 10-K).

     12.   -- Statement regarding computation of ratios.

     21.   -- Subsidiaries of Registrant: Mobile Field Office Company.

     27.   -- Financial Data Schedule.



                                       4
<PAGE>

                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment to be signed
on its behalf by the undersigned,  thereunto duly authorized. 

                                     WILLIAMS SCOTSMAN, INC.


                                     By: /s/ Gerard E. Holthaus
                                         --------------------------
                                         Gerard E. Holthaus
                                         President and Chief Executive Officer

Dated:  May 9, 1997

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below constitutes and appoints Gerard E. Holthaus,  his or her attorney-in-fact,
with the power of  substitution,  for him or her in any and all  capacities,  to
sign any amendments to this Report,  and to file the same with exhibits  thereto
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,   hereby   ratifying   and   confirming   all  that   each  of  said
attorney-in-fact,  or his  substitute   or  substitutes,  may do or  cause to be
done by virtue hereof.

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
Report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated.

       Name                          Capacity                      Date
       ----                          --------                      ----


/s/ Gerard E. Holthaus   *    Chairman of the Board            May 9, 1997
--------------------------    and Director
Barry P. Gossett
         

/s/ Gerard E. Holthaus        President, Chief Executive       May 9, 1997
--------------------------    Officer and Director
Gerard E. Holthaus
                          

/s/ Gerard E. Holthaus   *    Controller                       May 9, 1997
--------------------------
Katherine K. Giannelli


/s/ Gerard E. Holthaus   *    Director                         May 9, 1997
--------------------------
Muzzafar Mirza


/s/ Gerard E. Holthaus   *    Director                         May 9, 1997
--------------------------
Stephen Berger


/s/ Gerard E. Holthaus   *    Director                         May 9, 1997
--------------------------
Brian Kwait

                 
/s/ Gerard E. Holthaus        *As Attorney-in-Fact             May 9, 1997
--------------------------    
Gerard E. Holthaus